Broadcom proposes replacing Qualcomm's board in pursuit of $105 billion takeover


"ORCRP012752-topic.html" class="local_link" >Qualcomm on Monday, nominating 11 alternative candidates to Qualcomm;s board of directors.

If successful, a new board of directors at Qualcomm could oust management which has opposed the tie-up.

Broadcom, which is based in Singapore but has announced plans to return to the United States, last month offered to pay $70 per share for Qualcomm in a deal that values the San Diego-based chipmaker at $130 billion including $25 billion in net debt. Satisfying shareholder concerns on price and regulatory risks is also needed.

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"Qualcomm stockholders expect a board that will support this innovation while evaluating objectively the full range of opportunities available to maximise value for all Qualcomm stockholders".

Broadcom countered in a statement Monday, saying that while some Qualcomm board members felt its bid undervalued the company, they've heard from a lot of shareholders who say they are interested in the acquisition.

The San Diego-based company is set to argue that it has a strong and fresh board comprising technical, operational and investment experience, whose members have an average tenure below the average for S&P 500 companies, in part due to the addition of three directors at the instigation of activist investor Jana Partners in 2015.

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"Broadcom (is) effectively asking stockholders to foreclose options and make a decision now on a non-binding proposed transaction which could not be completed for well over a year, if ever, given the magnitude of regulatory issues, the absence of commitments by Broadcom to resolve those issues, Broadcom's lack of committed financing, and the uncertainty surrounding its transition from Singapore to the United States", Qualcomm replied. After its offer was rejected, Broadcom said that it is reconsidering its offer to buy Qualcomm. Qualcomm's board said that Broadcom's proposal significantly undervalues Qualcomm given its leadership position in mobile technology and their future growth opportunity.

Qualcomm believes that once it settles these matters it will be able to grow at a faster pace. That offer marked a 28% premium over Qualcomm shares at the time.

The proposal was widely seen as a tactic to pressure Qualcomm to negotiate what would be the largest technology deal in history.

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